JOHN HANCOCK PREMIUM DIVIDEND FUND — Proxy Solicitation & Information Statement 2009

Dec 1, 2009

DEF 14A 1 b78308a1def14a.htm JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II John Hancock Patriot Premium Dividend Fund II PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ______)

Filed by the Registrant þ Filed by a Party other than the Registrant o

Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement þ Definitive Additional Materials o Soliciting Material Under §240.14a-12

JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box): þ No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)	Title of each class of securities to which transaction applies:
2)	Aggregate number of securities to which transaction applies:
3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
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5)	Total fee paid:

o	Fee paid previously with preliminary materials:
o	Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1)	Amount Previously Paid:
2)	Form, Schedule or Registration Statement No.:
3)	Filing Party:
4)	Date Filed:

Folio /Folio

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December 3, 2009

John Hancock Bank and Thrift Opportunity Fund John Hancock Patriot Premium Dividend Fund II John Hancock Preferred Income Fund John Hancock Preferred Income Fund II John Hancock Preferred Income Fund III John Hancock Tax-Advantaged Dividend Income Fund John Hancock Tax-Advantaged Global Shareholder Yield Fund

Dear Shareholder:

As a shareholder in one or more of the funds listed above, you are cordially invited to attend the annual shareholder meeting on Friday, January 22, 2010, at 2:00 p.m., Eastern Time, to be held at the offices of John Hancock Funds, 601 Congress Street, Boston, Massachusetts 02210-2805.

Elect your fund’s Board of Trustees

The enclosed proxy statement includes a proposal to elect four Trustees for a term ending in 2013. Each of the nominees currently serves as a John Hancock Fund Trustee, and three of the four nominees are independent of John Hancock management, including Patti McGill Peterson, the Chairperson of the Board. Your proxy statement includes a brief description of each nominee’s background.

Your vote is important!

I encourage you to exercise your rights as a shareholder by reviewing the enclosed proxy statement and then voting your shares either through the Internet, by telephone or by mail. If you choose to vote by mail, please complete the enclosed proxy ballot form, sign it and mail it to us immediately in the enclosed postage-paid return envelope. Your prompt response will help avoid the cost of additional mailings at your fund’s expense.

If you have any questions, please call 1-800-852-0218, Monday through Friday, between 9:00 a.m. and 7:00 p.m., Eastern Time.

Thank you in advance for your prompt action on this very important matter.

Sincerely,

/s/ Keith F. Hartstein

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Keith F. Hartstein

President and Chief Executive Officer

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JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II JOHN HANCOCK PREFERRED INCOME FUND JOHN HANCOCK PREFERRED INCOME FUND II JOHN HANCOCK PREFERRED INCOME FUND III JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND JOHN HANCOCK TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND 601 Congress Street, Boston, Massachusetts 02210

link1 "NOTICE OF ANNUAL MEETING OF SHAREHOLDERS"

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held on January 22, 2010

This is the formal agenda for your fund’s shareholder meeting. It tells you what matters will be voted on and the time and place of the meeting, should you want to attend in person.

To the shareholders of the funds listed above:

A shareholder meeting for each fund will be held at 601 Congress Street, Boston, Massachusetts 02210, on Friday, January 22, 2010, at 2:00 p.m., Eastern Time, for the following purposes:

| (1) | To elect four (4) Trustees to serve for a three-year term
ending at the Annual Meeting of Shareholders in 2013 (all funds). |
| --- | --- |
| (2) | To transact such other business as may properly come before the
meeting or any adjournment of the meeting. |

Your Trustees recommend that you vote in favor of the proposal.

Shareholders of record of each fund as of the close of business on November 12, 2009 are entitled to notice of, and to vote at, the fund’s annual meeting and at any adjournment thereof. The proxy statement and proxy card are being mailed to shareholders on or about December 3, 2009.

Whether or not you expect to attend the meeting, please complete and return the enclosed proxy in the accompanying envelope. No postage is necessary if mailed in the United States.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on January 22, 2010.

The proxy statement is available at: http://bnymellon.mobular.net/bnymellon/jhf (if you are a record shareholder) and http://bnymellon.mobular.net/bnymellon/jhf_beneficial (if you are a beneficial owner of shares held in “street name”)

By order of the Board of Trustees,

Thomas M. Kinzler

Secretary

December 3, 2009

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JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II JOHN HANCOCK PREFERRED INCOME FUND JOHN HANCOCK PREFERRED INCOME FUND II JOHN HANCOCK PREFERRED INCOME FUND III JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND JOHN HANCOCK TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND 601 Congress Street, Boston, Massachusetts 02210

ANNUAL MEETING OF SHAREHOLDERS To Be Held on January 22, 2010

link1 "PROXY STATEMENT"

PROXY STATEMENT

This proxy statement contains the information you should know before voting on the proposal described in the notice. Each fund will furnish without charge a copy of its Annual Report and/or Semiannual Report to any shareholder upon request. If you would like a copy of your fund’s report, please send a written request to the attention of the fund at 601 Congress Street, Boston, Massachusetts 02210 or call John Hancock Funds at 1-800-892-9552.

This proxy statement is being used in connection with the solicitation of proxies by the Board of Trustees at the annual meeting of John Hancock Bank and Thrift Opportunity Fund (“Bank and Thrift”), John Hancock Patriot Premium Dividend Fund II (“Patriot Premium II”), John Hancock Preferred Income Fund (“Preferred Income”), John Hancock Preferred Income Fund II (“Preferred Income II”), John Hancock Preferred Income Fund III (“Preferred Income III”), John Hancock Tax-Advantaged Dividend Income Fund (“Tax-Advantaged Dividend”), and John Hancock Tax-Advantaged Global Shareholder Yield Fund (“Tax-Advantaged Global”). The meeting will be held at 601 Congress Street, Boston, Massachusetts, on Friday, January 22, 2010, at 2:00 p.m., Eastern Time. Shareholders of each fund are being asked to vote on the proposal to elect Trustees.

If you sign the enclosed proxy card and return it in time to be voted at the meeting, your shares will be voted in accordance with your instructions. Signed proxies with no instructions will be voted FOR the proposal. If you wish to revoke your proxy, you may do so before it is exercised at the meeting by filing a written notice of revocation with the fund at 601 Congress Street, Boston, Massachusetts 02210, by returning a signed proxy with a later date before the meeting or, if attending the meeting and voting in person, by notifying your fund’s secretary (without complying with any formalities) at any time before your proxy is voted.

Record Ownership

The Trustees of each fund have fixed the close of business on November 12, 2009 as the record date to determine which shareholders are entitled to vote at the meeting. Shareholders of each fund are entitled to one vote per share on all business of the meeting or any adjournment of the meeting relating to their fund. On the record date, the following number of shares of beneficial interest of each fund were outstanding:

Fund
Bank and Thrift	20,809,300
Patriot Premium II	49,969,927
Preferred Income	25,901,361
Preferred Income II	21,182,284
Preferred Income III	31,438,217
Tax-Advantaged Dividend	38,314,317
Tax-Advantaged Global	9,332,600

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A Form 13F or a Schedule 13D was filed for the funds listed below, indicating that a shareholder owned more than 5% of the fund’s shares as of the date indicated. Information related to these shareholders may be different as of the record date.

Name of Fund	Name and Address of Owner	Percent
Patriot Premium II	Commerce Insurance Company 211 Main Street Webster, Massachusetts 01570	26.81% (1)
Preferred Income III	Spectrum Asset Management, Inc. 2 High Ridge Park Stamford, Connecticut 06905	6.39% (1)
Tax-Advantaged Global	Advisors Asset Management 28025 IH 10 West Boerne, Texas 78006	5.80% (2)

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(1)	As of June 30, 2009
(2)	As of September 30, 2009

Although the annual meetings of the funds are being held jointly and proxies are being solicited through the use of this joint proxy statement, shareholders of each fund will vote separately as to the proposal.

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PROPOSAL

ELECTION OF TRUSTEES

General

Each fund’s Board of Trustees consists of eleven members. Holders of the shares of each fund are entitled to elect four Trustees at this meeting. Mr. Boyle, Ms. Jackson, Ms. McGill Peterson and Mr. Pruchansky have been designated as subject to election by holders of the shares of each fund.

Each Board of Trustees is divided into three staggered term classes: one class composed of three Trustees and two classes composed of four Trustees each. The term of one class expires each year, and no term continues for more than three years after the applicable election. Should a Trustee in a class wish to serve an additional term, he or she must stand for re-election. Classifying the Trustees in this manner may prevent replacement of a majority of the Trustees for up to a two-year period.

As of the date of this proxy, each nominee for election currently serves as a Trustee of each fund. Using the enclosed proxy card, you may authorize the proxies to vote your shares for the nominees or you may withhold from the proxies authority to vote your shares for one or more of the nominees. If no contrary instructions are given, the proxies will vote FOR the nominees. Each of the nominees has consented to his or her nomination and has agreed to serve if elected. If, for any reason, any nominee should not be available for election or able to serve as a Trustee, the proxies will exercise their voting power in favor of such substitute nominee, if any, as the funds’ Trustees may designate. The funds have no reason to believe that it will be necessary to designate a substitute nominee.

Proposal

For each fund, Mr. Boyle, Ms. Jackson, Ms. McGill Peterson and Mr. Pruchansky are the current nominees for election by the shareholders.

Vote Required for the Proposal

The vote of a plurality of the votes cast by the shares of a fund is sufficient to elect the nominees to serve as Trustees of that fund.

Each Board recommends that shareholders of each fund vote “FOR” each of the four nominees in the Proposal.

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Information Concerning Nominees

The following table sets forth certain information regarding the nominees for election to the Boards. The table also shows each nominee’s principal occupation or employment and other directorships during the past five years and the number of John Hancock funds overseen by the current Trustees. There are currently eleven Trustees of each fund, nine of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the funds (“Independent Trustees”). The table also lists the Trustees who are not currently standing for election. The address of each nominee is 601 Congress Street, Boston, Massachusetts 02210-2805.

Name, (Year of Birth)	Principal Occupation(s) and	Trustee	Number of — John Hancock Funds
and Position with the Fund	other Directorships during the Past Five Years	Since	Overseen
	NOMINEES STANDING FOR ELECTION TERM TO EXPIRE IN 2013
James R. Boyle * (1959) Non-Independent Trustee	Senior Executive Vice President (since 2009), Executive Vice
President (1999-2009), Manulife Financial Corporation; Director
and President, John Hancock Variable Life Insurance Company
(since 2007); Director and Executive Vice President, John
Hancock Life Insurance Company (since 2004); Chairman and
Director, John Hancock Advisers, LLC, The Berkeley Financial
Group, LLC (holding company) and John Hancock Funds, LLC (since
2005); Chairman and Director, John Hancock Investment Management
Services, LLC (since 2006); Senior Vice President, The
Manufacturers Life Insurance Company (U.S.A.) (until 2004).	2005 (A – F) 2007 (G)	262
Deborah C. Jackson (1952) Independent Trustee	Chief Executive Officer, American Red Cross of Massachusetts Bay
(since 2002); Board of Directors of Eastern Bank Corporation
(since 2001); Board of Directors of Eastern Bank Charitable
Foundation (since 2001); Board of Directors of American Student
Association Corp. (since 1996); Board of Directors of Boston
Stock Exchange (2002-2008); Board of Directors of Harvard
Pilgrim Healthcare (health benefits company) (since 2007).	2008 (A – G)	47

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Name, (Year of Birth)	Principal Occupation(s) and	Trustee	Number of — John Hancock Funds
and Position with the Fund	other Directorships during the Past Five Years	Since	Overseen
Patti McGill Peterson (1943) Independent Trustee and Chairperson	Principal, PMP Globalinc (consulting) (since 2007); Senior
Associate, Institute for Higher Education Policy (since 2007);
Executive Director, CIES (international education agency) (until
2007); Vice President, Institute of International Education
(until 2007); Senior Fellow, Cornell University Institute of
Public Affairs, Cornell University (1997 – 1998);
Former President Wells College, St. Lawrence University and the
Association of Colleges and Universities of the State of New
York. Director of the following: Niagara Mohawk Power
Corporation (until 2003); Security Mutual Life (insurance)
(until 1997); ONBANK (until 1993). Trustee of the following:
Board of Visitors, The University of Wisconsin, Madison (since
2007); Ford Foundation, International Fellowships Program (until
2007); UNCF, International Development Partnerships (until
2005); Roth Endowment (since 2002); Council for International
Educational Exchange (since 2003).	2002 (A – D) 2003 (E) 2004 (F) 2007 (G)	47
Steven R. Pruchansky (1944) Independent Trustee and Vice Chairman	Chairman and Chief Executive Officer, Greenscapes of Southwest
Florida, Inc. (since 2000); Director and President, Greenscapes
of Southwest Florida, Inc. (until 2000); Member, Board of
Advisors, First American Bank (since 2008); Managing Director,
Jon James, LLC (real estate) (since 2000); Director, First
Signature Bank & Trust Company (until 1991); Director, Mast
Realty Trust (until 1994); President, Maxwell Building Corp.
(until 1991).	1994 (A) 1992 (B) 2002 (C – D) 2003 (E) 2004 (F) 2007 (G)	47

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Name, (Year of Birth)	Principal Occupation(s) and	Trustee	Number of — John Hancock Funds
and Position with the Fund	other Directorships during the Past Five Years	Since	Overseen
	TRUSTEES NOT STANDING FOR ELECTION TERM TO EXPIRE IN 2011
James F. Carlin (1940) Independent Trustee	Director and Treasurer, Alpha Analytical Laboratories (chemical
analysis) (since 1985); Part Owner and Treasurer, Lawrence
Carlin Insurance Agency, Inc. (since 1995); Part Owner and Vice
President, Mone Lawrence Carlin Insurance Agency, Inc. (until
2005); Chairman and CEO, Carlin Consolidated, Inc.
(management/investments) (since 1987); Trustee, Massachusetts
Health and Education Tax Exempt Trust (1993 – 2003).	1994 (A) 1989 (B) 2002 (C – D) 2003 (E) 2004 (F) 2007 (G)	47
William H. Cunningham (1944) Independent Trustee	Professor, University of Texas, Austin, Texas (since 1971);
former Chancellor, University of Texas System and former
President of the University of Texas, Austin, Texas; Director of
the following: LIN Television (since 2009), Lincoln National
Corporation (insurance) (since 2006), Resolute Energy
Corporation (oil and gas) (since 2009), Southwest Airlines
(since 2000), Hayes Lemmerz International, Inc. (diversified
automotive parts supply company) (2003 – 2009).	1994 (A – B) 2002 (C – D) 2003 (E) 2004 (F) 2007 (G)	47
Gregory A. Russo (1949) Independent Trustee	Vice Chairman, Risk & Regulatory Matters, KPMG, LLC
(“KPMG”) (2002 – 2006); Vice Chairman,
Industrial Markets, KPMG (1998 – 2002).	2008 (A – G)	47
	TRUSTEES NOT STANDING FOR ELECTION TERM TO EXPIRE IN 2012
Charles L. Ladner (1938) Independent Trustee	Chairman and Trustee, Dunwoody Village, Inc. (retirement
services) (since 2008); Senior Vice President and Chief
Financial Officer, UGI Corporation (public utility holding
company) (retired 1998); Vice President and Director for
AmeriGas, Inc. (retired 1998); Director of AmeriGas Partners,
L.P.(gas distribution) (until 1997); Director, EnergyNorth, Inc.
(until 1995); Director, Parks and History Association (until
2005).	1994 (A) 1992 (B) 2002 (C – D) 2003 (E) 2004 (F) 2007 (G)	47

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Name, (Year of Birth)	Principal Occupation(s) and	Trustee	Number of — John Hancock Funds
and Position with the Fund	other Directorships during the Past Five Years	Since	Overseen
Stanley Martin (1947) Independent Trustee	Senior Vice President/Audit Executive, Federal Home Loan
Mortgage Corporation (2004 – 2006); Executive Vice
President/Consultant, HSBC Bank USA (2000 – 2003);
Chief Financial Officer/Executive Vice President, Republic New
York Corporation & Republic National Bank of New York
(1998 – 2000); Partner, KPMG LLP (1971 –
1998).	2008 (A – G)	47
John A. Moore (1939) Independent Trustee	President and Chief Executive Officer, Institute for Evaluating
Health Risks (nonprofit institution) (until 2001); Senior
Scientist, Sciences International (health research) (until
2003); Former Assistant Administrator & Deputy
Administrator, Environmental Protection Agency; Principal,
Hollyhouse (consulting) (since 2000); Director, CIIT Center for
Health Science Research (nonprofit research) (until 2007).	2002 (A – D) 2003 (E) 2004 (F) 2007 (G)	47
John G. Vrysen * (1955) Non-Independent Trustee	Senior Vice President (since 2006), Vice President (until 2006),
Manulife Financial Corporation; Director, Executive Vice
President and Chief Operating Officer, John Hancock Advisers,
LLC, The Berkeley Financial Group, LLC, John Hancock Investment
Management Services, LLC (“JHIMS”), and John Hancock
Funds, LLC (since 2007); Chief Operating Officer, JHF II
and JHT (since 2007); Chief Operating Officer, John Hancock
Funds and JHF III (2007 – 2009); Director, John
Hancock Signature Services, Inc. (“Signature
Services”) (since 2005); Chief Financial Officer, John
Hancock Advisers, LLC, The Berkeley Financial Group, LLC, MFC
Global Investment Management (U.S.) (“MFC Global
(U.S.)”), JHIMS, John Hancock Funds, LLC, JHF, JHF II,
JHF III and JHT (2005-2007).	2009 (A – G)	47

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| * | Because each of Mr. Vrysen and Mr. Boyle is a senior
executive with the Adviser, each of them is considered an
“interested person” (as defined in the 1940 Act) of
the funds. |
| --- | --- |
| (A) | Bank and Thrift |
| (B) | Patriot Premium II |
| (C) | Preferred Income |
| (D) | Preferred Income II |
| (E) | Preferred Income III |
| (F) | Tax-Advantaged Dividend |
| (G) | Tax-Advantaged Global |

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Executive Officers

The following table presents information regarding the current principal officers of the funds who are neither current Trustees nor Nominees. The address of each officer is 601 Congress Street, Boston, Massachusetts 02210-2805.

Name, (Year of Birth)	Year — Commenced	Principal Occupation(s) and
and Position with the Fund	Service	other Directorships during Past Five Years
Keith F. Hartstein (1956) President and Chief Executive Officer	2005 (A – F) 2007 (G)	Senior Vice President, Manulife Financial Corporation (since
2004); Director, President and Chief Executive Officer, John
Hancock Advisers, LLC, The Berkeley Financial Group, LLC, John
Hancock Funds, LLC (since 2005); Director, MFC Global (U.S.)
(since 2005); Chairman and Director, Signature Services (since
2005); Director, President and Chief Executive Officer, John
Hancock Investment Management Services, LLC (since 2006);
President and Chief Executive Officer, John Hancock Funds (since
2005) and JHF III (since 2006); Executive Vice President (since
2009), President and Chief Executive Officer (until
2009), JHT and JHF II; Director, Chairman and President, NM
Capital Management, Inc. (since 2005); Member and former
Chairman, Investment Company Institute Sales Force Marketing
Committee (since 2003); Director, President and Chief Executive
Officer, MFC Global (U.S.) (2005 – 2006); Executive
Vice President, John Hancock Funds, LLC (until 2005).
Thomas M. Kinzler (1955) Secretary and Chief Legal Officer	2006 (A – F) 2007 (G)	Vice President and Counsel for John Hancock Life Insurance
Company (U.S.A.) (since 2006); Secretary and Chief Legal
Officer, John Hancock Funds, JHF II, JHF III and JHT
(since 2006); Secretary and Chief Legal Counsel, John Hancock
Advisers, LLC and John Hancock Investment Management Services,
LLC (since 2008); Secretary, John Hancock Funds, LLC and The
Berkeley Financial Group, LLC (since 2007); Vice President and
Associate General Counsel for Massachusetts Mutual Life
Insurance Company (1999 – 2006); Secretary and Chief
Legal Counsel for MML Series Investment Fund (2000 –
2006); Secretary and Chief Legal Counsel for MassMutual
Institutional Funds (2000 – 2004); Secretary and Chief
Legal Counsel for MassMutual Select Funds and MassMutual Premier
Funds (2004 – 2006).
Francis V. Knox, Jr. (1947) Chief Compliance Officer	2005 (A – F) 2007 (G)	Chief Compliance Officer, John Hancock Funds, JHF II, JHF III
and JHT (since 2005); Chief Compliance Officer, John Hancock
Advisers, LLC and JHIMS (since 2007); Vice President and Chief
Compliance Officer, John Hancock Advisers, LLC and JHIMS (until
2007); Vice President and Chief Compliance Officer, MFC Global
(U.S.) (2005-2008); Vice President and Assistant Treasurer, Fidelity Group of Funds
(until 2005).

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Name, (Year of Birth)	Year — Commenced	Principal Occupation(s) and
and Position with the Fund	Service	other Directorships during Past Five Years
Andrew G. Arnott (1971) Chief Operating Officer	2009 (A – G)	Senior Vice President, Manulife Financial Corporation (since
2009); Senior Vice President (since 2007), Vice President
(2005 – 2007), John Hancock Advisers, LLC; Senior Vice
President (since 2008), Vice President (2006 – 2008),
John Hancock Investment Management Services, LLC; Senior Vice
President (since 2006), Vice President (2005 – 2006),
2nd Vice President (2004 – 2005), John Hancock Funds,
LLC; Chief Operating Officer (since 2009), Vice President
(2007 – 2009), John Hancock Funds and JHF III;
Vice President (since 2006), John Hancock Funds II and John
Hancock Trust; Senior Vice President (2005 – 2009),
Product Management and Development for John Hancock Funds, LLC;
Vice President and Director (1998 – 2005), Marketing
and Product Management for John Hancock Funds, LLC.
Charles A. Rizzo (1957) Chief Financial Officer	2007 (A – G)	Senior Vice President, John Hancock Advisers, LLC and John
Hancock Investment Management Services, LLC (since 2007); Chief
Financial Officer, John Hancock Funds, JHF II, JHF III
and JHT (since 2007); Assistant Treasurer, Goldman Sachs Mutual
Fund Complex (registered investment companies) (2005 –
2007); Vice President, Goldman Sachs (2005 – 2007);
Managing Director and Treasurer of Scudder Funds, Deutsche Asset
Management (2003 – 2005).
Salvatore Schiavone (1965) Treasurer	2009 (A – G)	Treasurer, John Hancock Closed-End Funds (since 2009); Assistant
Treasurer, John Hancock Funds, JHF II, JHF III, and
JHT (since 2007); Assistant Treasurer, Fidelity Group of Funds
(2005 – 2007); Vice President, Fidelity Management
Research Company (2005 – 2007); Assistant Treasurer,
Scudder Group of Funds (2003 – 2005); Director,
Deutsche Asset Management (2003 – 2005).

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(A)	Bank and Thrift
(B)	Patriot Premium II
(C)	Preferred Income
(D)	Preferred Income II
(E)	Preferred Income III
(F)	Tax-Advantaged Dividend
(G)	Tax-Advantaged Global

Committees

Effective January 2009, each Board has five standing committees: the Audit Committee, the Compliance Committee, the Contracts/Operations Committee, the Nominating, Governance and Administration Committee, and Investment Committee A. Each Committee is composed entirely of Independent Trustees. Prior to January 2009, each Board had four committees: the Audit and Compliance Committee, the Contracts/Operations Committee, the Governance Committee and the Investment Performance Committee.

Audit Committee. All members of this Committee are “independent” under the Revised Listing Rules of the New York Stock Exchange (the “NYSE”), and each member is financially literate with at least one having accounting or financial management expertise. This Committee recommends to the full Board the appointment of the independent registered public accounting firm for each fund, oversees the work of the independent registered public accounting firm in connection with each fund’s audit, communicates with the independent registered public accounting firm on a regular basis and provides a forum for the independent registered

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public accounting firm to report and discuss any matters it deems appropriate at any time. The written charter for the Audit Committee is included as Attachment 1 to this proxy statement.

The Audit Committee reports that it has: (1) reviewed and discussed each fund’s audited financial statements with management; (2) discussed with the independent registered public accounting firm the matters relating to the quality of each fund’s financial reporting as required by SAS 61; (3) received written disclosures and an independence letter from the independent registered public accounting firm required by Independent Standards Board Standard No. 1 and discussed with the independent registered public accounting firm their independence; and (4) based on these discussions, recommended to the Board that each fund’s financial statements be included in each fund’s annual report for the last fiscal year (see Attachment 2).

With respect to Preferred Income, Preferred Income II and Preferred Income III, the Audit Committee (along with its predecessor, the Audit and Compliance Committee) met five times during the 12 months ended July 31, 2009. With respect to Tax-Advantaged Dividend, the Audit Committee (along with its predecessor, the Audit and Compliance Committee) met five times during the 12 months ended October 31, 2009. With respect to Bank and Thrift, Patriot Premium II and Tax-Advantaged Global, the Audit Committee (along with its predecessor, the Audit and Compliance Committee) met five times during the 12 months ended October 31, 2009.

Compliance Committee. The primary role of this Committee is to oversee the activities of each fund’s Chief Compliance Officer; the implementation and enforcement of each fund’s compliance policies and procedures; and compliance with the funds’ and the Independent Trustees’ Codes of Ethics. This Committee met two times during the 12 months ended July 31, 2009 and three times during the 12 months ended October 31, 2009.

Nominating, Governance and Administration Committee. This Committee is composed of all of the Independent Trustees. This Committee reviews the activities of the other standing committees and makes the final selection and nomination of candidates to serve as Independent Trustees. All members of this Committee also are “independent” under the NYSE’s Revised Listing Rules. The written charter for the Nominating, Governance and Administration Committee is included as Attachment 3 to this proxy statement. The Trustees who are not Independent Trustees and the officers of the fund are nominated and selected by the Board.

In reviewing a potential nominee and in evaluating the renomination of current Independent Trustees, the Nominating, Governance and Administration Committee expects to apply the following criteria: (i) the nominee’s reputation for integrity; honesty and adherence to high ethical standards; (ii) the nominee’s business acumen, experience and ability to exercise sound judgments; (iii) a commitment to understand the fund and the responsibilities of a trustee of an investment company; (iv) a commitment to regularly attend and participate in meetings of the Board and its committees; (v) the ability to understand potential conflicts of interest involving management of the fund and to act in the interests of all shareholders; and (vi) the absence of a real or apparent conflict of interest that would impair the nominee’s ability to represent the interests of all the shareholders and to fulfill the responsibilities of an Independent Trustee. This Committee does not necessarily place the same emphasis on each criterion and each nominee may not have each of these qualities.

It is the intent of each Nominating, Governance and Administration Committee that at least one Independent Trustee be an “audit committee financial expert” as defined by the Securities and Exchange Commission (the “SEC”).

As long as an existing Independent Trustee continues, in the opinion of the Nominating, Governance and Administration Committee, to satisfy these criteria, each fund anticipates that the Committee would favor the renomination of an existing Independent Trustee rather than a new candidate. Consequently, while this Committee will consider nominees recommended by shareholders to serve as Independent Trustees, the Committee may only act upon such recommendations if there is a vacancy on the Board or the Committee determines that the selection of a new or additional Independent Trustee is in the best interests of the funds. In the event that a vacancy arises or a change in Board membership is determined to be advisable, this Committee will, in addition to any shareholder recommendations, consider candidates identified by other means, including candidates proposed by members of the Committee. This Committee may retain a consultant to assist the Committee in a search for a qualified candidate, and did so in 2008.

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Any shareholder recommendation for Independent Trustee must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be considered by the Nominating, Governance and Administration Committee. In evaluating a nominee recommended by a shareholder, this Committee, in addition to the criteria discussed above, may consider the objectives of the shareholder in submitting that nomination and whether such objectives are consistent with the interests of all shareholders. If the Board determines to include a shareholder’s candidate among the slate of nominees, the candidate’s name will be placed on the fund’s proxy card. If this Committee or the Board determines not to include such candidate among the Board’s designated nominees and the shareholder has satisfied the requirements of Rule 14a-8, the shareholder’s candidate will be treated as a nominee of the shareholder who originally nominated the candidate. In that case, the candidate will not be named on the proxy card distributed with the fund’s proxy statement. Each of the nominees for election as Trustee was recommended by this Committee.

Shareholders may communicate with the members of the Board as a group or individually. Any such communication should be sent to the Board or an individual Trustee in care of the Secretary of the fund at the address on the notice of this meeting. The Secretary may determine not to forward any letter to the members of the Board that does not relate to the business of the fund. This Committee (along with its predecessor, the Governance Committee) met four times during the 12 months ended July 31, 2009 and four times during the 12 months ended October 31, 2009.

Contracts/Operations Committee. This Committee oversees the initiation, operation and renewal of the various contracts between the funds and other entities. These contracts include advisory, custodial and transfer agency agreements and arrangements with other service providers. This Committee met four times during the 12 months ended July 31, 2009 and four times during the 12 months ended October 31, 2009.

Investment Committee A. This Committee monitors and analyzes the performance of the funds generally, consults with the Adviser as necessary if a fund is considered to require special attention, and reviews fund peer groups and other comparative standards as necessary. This Committee met three times during the 12 months ended July 31, 2009 and four times during the 12 months ended October 31, 2009. The Investment Committee, the predecessor to Investment Committee A, met two times during the 12 months ended July 31, 2009 and one time during the 12 months ended October 31, 2009.

Board meetings. With respect to Preferred Income, Preferred Income II and Preferred Income III, the Board met five times during the 12 months ended July 31, 2009. With respect to Bank and Thrift, Patriot Premium II, Tax-Advantaged Dividend and Tax-Advantaged Global, the Board met five times during the 12 months ended October 31, 2009. With respect to each fund, no Trustee attended fewer than 75% of the aggregate of: (1) the total number of Board meetings; and (2) the total number of meetings held by all committees on which he or she served. The funds hold joint meetings of the Trustees and all committees.

The current membership of each committee is set forth below. As Chairperson of the Board, Ms. McGill Peterson is considered an ex officio member of each committee and, therefore, is able to attend and participate in any committee meeting, as appropriate.

		Nominating,
		Governance and
Audit	Compliance	Administration	Contracts/Operations	Investment A
Ms. Jackson	Mr. Carlin	All Independent	Mr. Cunningham	Ms. Jackson
Mr. Martin	Mr. Russo	Trustees	Mr. Ladner	Mr. Ladner
Mr. Pruchansky			Dr. Moore	Mr. Martin
				Mr. Pruchansky

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Trustee Ownership

The following table shows the dollar range of each Trustee’s and nominee’s ownership of equity securities of the funds as well as holdings of shares of equity securities of all John Hancock funds overseen by the Trustee, as of October 31, 2009.

Trustee Holdings (1)

Name of Trustee	Bank and Thrift	Patriot Premium II	Preferred Income	Preferred Income II
Independent Trustees
James F. Carlin	$ 1 – $10,000	$ 50,001 – $100,000	$ 1 – $10,000	$ 1 – $10,000
William H. Cunningham	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000
Deborah C. Jackson	0	0	$ 1 – $10,000	0
Charles L. Ladner	$ 1 – $10,000	$ 10,001 – $50,000	$ 1 – $10,000	$ 1 – $10,000
Stanley Martin	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000
Patti McGill Peterson	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000	$ 10,001 – $50,000
John A. Moore	$ 1 – $10,000	$ 1 – $10,000	$ 10,001 – $50,000	$ 1 – $10,000
Steven R. Pruchansky	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000
Gregory A. Russo	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000
Non-Independent Trustees
James R. Boyle	0	0	0	0
John G. Vrysen	$ 10,001 – $50,000	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000

Name of Trustee	Preferred Income III	Tax-Advantaged — Dividend	Tax-Advantaged — Global	All John Hancock — Funds Overseen
Independent Trustees
James F. Carlin	$ 10,001 – $50,000	$ 10,001 – $50,000	$ 1 – $10,000	Over $	100,000
William H. Cunningham	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000	Over $	100,000
Deborah C. Jackson	0	0	0	$	10,001 – $50,000
Charles L. Ladner	$ 1 – $10,000	$ 1 – $10,000	$ 10,001 – $50,000	Over $	100,000
Stanley Martin	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000	$	10,001 – $50,000
Patti McGill Peterson	$ 10,001 – $50,000	$ 1 – $10,000	$ 1 – $10,000	Over $	100,000
John A. Moore	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000	Over $	100,000
Steven R. Pruchansky	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000	Over $	100,000
Gregory A. Russo	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000	$	50,001 – $100,000
Non-Independent Trustees
James R. Boyle	0	0	0	Over $	100,000
John G. Vrysen	$ 1 – $10,000	$ 1 – $10,000	$ 1 – $10,000	Over $	100,000

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(1) The amounts reflect the aggregate dollar range of equity securities beneficially owned by the Trustees in the funds and in all John Hancock funds overseen by each Trustee. For each Trustee, the amounts reflected include share equivalents of certain John Hancock funds in which the Trustee is deemed to be invested pursuant to the Deferred Compensation Plan for Independent Trustees, as more fully described under “Remuneration of Trustees and Officers.” The information as to beneficial ownership is based on statements furnished to the funds by the Trustees. Each of the Trustees has all voting and investment powers with respect to the shares indicated. None of the Trustees beneficially owned individually, and the Trustees and executive officers of the funds as a group did not beneficially own, in excess of one percent of the outstanding shares of any fund.

Compliance with Section 16(a) Reporting Requirements

Section 16(a) of the Exchange Act requires a fund’s executive officers, Trustees and persons who own more than 10% of a fund’s shares (the “10% Shareholders”) to file reports of ownership and changes in ownership with the SEC. Executive officers, Trustees and 10% Shareholders are also required by SEC regulations to furnish each fund with copies of all Section 16(a) forms they file. Based solely on a review of the copies of these reports furnished to the funds and representations that no other reports were required to

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be filed, each fund believes that, during the past fiscal year, its executive officers, Trustees and 10% Shareholders complied with all applicable Section 16(a) filing requirements.

Remuneration of Trustees and Officers

The following table provides information regarding the compensation earned by the Independent Trustees from the funds and the other investment companies in the John Hancock Fund Complex for their services for the 12 months ended October 31, 2009. The Non-Independent Trustees, and each of the officers of the funds who are interested persons of the Adviser, are compensated by the Adviser and/or its affiliates and receive no compensation from the funds for their services.

Compensation for the 12 Months Ended October 31, 2009

		Patriot			Preferred	Tax-	Tax-	John — Hancock
	Bank and	Premium	Preferred	Preferred	Income	Advantaged	Advantaged	Fund
Name of Trustee	Thrift	II	Income	Income II	III	Dividend	Global	Complex (1)
James F. Carlin	$ 5,000	$ 5,000	$ 5,000	$ 5,000	$ 5,000	$ 5,000	$ 5,000	$ 191,000
William H.
Cunningham (2)	$ 4,500	$ 4,500	$ 4,500	$ 4,500	$ 4,500	$ 4,500	$ 4,500	$ 185,500
Deborah C. Jackson	$ 4,500	$ 4,500	$ 4,852	$ 4,786	$ 4,862	$ 4,500	$ 4,500	$ 163,000
Charles L.
Ladner (2)	$ 5,063	$ 5,063	$ 5,063	$ 5,063	$ 5,063	$ 5,063	$ 5,063	$ 190,500
Stanley Martin	$ 5,108	$ 5,123	$ 5,466	$ 5,390	$ 5,477	$ 5,122	$ 5,079	$ 195,000
Patti McGill
Peterson (2)	$ 6,500	$ 6,500	$ 6,500	$ 6,500	$ 6,500	$ 6,500	$ 6,500	$ 265,000	(3)
John A.
Moore (2)	$ 5,500	$ 5,500	$ 5,500	$ 5,500	$ 5,500	$ 5,500	$ 5,500	$ 208,000
Steven R.
Pruchansky (2)	$ 5,463	$ 5,463	$ 5,815	$ 5,749	$ 5,824	$ 5,463	$ 5,463	$ 209,000	(4)
Gregory Russo	$ 12,285	$ 17,914	$ 15,574	$ 13,967	$ 17,488	$ 20,228	$ 7,275	$ 190,500

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| (1) | All of the Independent Trustees are Trustees of 47 funds in the
John Hancock Fund Complex. |
| --- | --- |
| (2) | As of October 31, 2009, the value of the aggregate accrued
deferred compensation amount from all funds in the John Hancock
Fund Complex for Mr. Cunningham was $212,329;
Mr. Ladner was $81,374; Ms. McGill Peterson was
$235,552; Dr. Moore was $280,116; and Mr. Pruchansky
was $347,452 under the John Hancock Deferred Compensation Plan
for Independent Trustees (the “Plan”). Under the Plan,
an Independent Trustee may elect to have his or her deferred
fees invested by a fund in shares of one or more funds in the
John Hancock Fund Complex and the amount paid to the
Trustees under the Plan will be determined based upon the
performance of such investments. Deferral of Trustees’ fees
does not obligate any fund to retain the services of any Trustee
or obligate a fund to pay any particular level of compensation
to the Trustee. |
| (3) | Includes $83,750 of deferred compensation. |
| (4) | Includes $16,000 of deferred compensation. |

Material Relationships of the Independent Trustees

As of October 31, 2009, none of the Independent Trustees, nor any immediate family member, owned shares of the Adviser or a principal underwriter of the funds, nor does any such person own shares of a company controlling, controlled by or under common control with the Adviser or a principal underwriter of the funds.

There have been no transactions by the funds since the beginning of the funds’ last two fiscal years, nor are there any transactions currently proposed in which the amount exceeds $120,000, and in which any Independent Trustee or any immediate family member has or will have a direct or indirect material interest, nor have any of the foregoing persons been indebted to the funds in an amount in excess of $120,000 at any time since that date.

No Independent Trustee, nor any immediate family member, has had in the past five years, any direct or indirect interest, the value of which exceeds $120,000, in the Adviser, a principal underwriter of the funds or

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in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Adviser or principal underwriter of the funds. Moreover, no Independent Trustee or immediate family member has, or has had in the last two fiscal years of the funds, any direct or indirect relationships or material interest in any transaction or in any currently proposed transaction, in which the amount involved exceeds $120,000, in which the following persons were or are a party: the funds, an officer of the funds, any investment company sharing the same investment adviser or principal underwriter as the funds or any officer of such a company, any investment adviser or principal underwriter of the funds or any officer of such a party, any person directly or indirectly controlling, controlled by or under common control with the investment adviser or principal underwriter of the funds, or any officer of such a person.

Within the last two completed fiscal years of the funds, no officer of any investment adviser or principal underwriter of the funds or of any person directly or indirectly controlling, controlled by or under common control with, the investment adviser or principal underwriter of the funds, has served as a director on a board of a company where any of the Independent Trustees or nominees of the funds, or immediate family members of such persons, has served as an officer.

Legal Proceedings

There are no material pending legal proceedings to which any Trustee or affiliated person is a party adverse to the funds or any of their affiliated persons or has a material interest adverse to the funds or any of its affiliated persons. In addition, there have been no legal proceedings that are material to an evaluation of the ability or integrity of any Trustee or executive officer of the funds within the past five years.

Independent Registered Public Accounting Firm

The Trustees of each fund, including a majority of each fund’s Independent Trustees, have selected PricewaterhouseCoopers LLP (“PwC”), 125 High Street, Boston, Massachusetts 02110, to act as independent registered public accounting firm for each fund for the last two fiscal years. Each fund’s fiscal year end is detailed in the following table.

Fund	Fiscal Year End
Bank and Thrift	October 31
Patriot Premium II	October 31
Preferred Income	July 31
Preferred Income II	July 31
Preferred Income III	July 31
Tax-Advantaged Global	October 31
Tax-Advantaged Dividend	October 31 (prior to October 31, 2009, this fund’s fiscal
year end had been December 31)

Representatives of PwC are not expected to be present at the meeting but have been given the opportunity to make a statement, if they so desire, and will be available should any matter arise requiring their participation.

The following tables set forth the aggregate fees billed by PwC for each fund’s two most recently completed fiscal years for professional services rendered for: (i) the audit of the fund’s annual financial statements and the review of financial statements included in the fund’s reports to stockholders, (ii) assurance and related services that are reasonably related to the audit of the fund’s financial statements, (iii) tax compliance, tax advice or tax planning and (iv) all services other than (i), (ii) and (iii).

Fees Paid to PwC for the Last Two Fiscal Years Ended July 31, 2009

Fund	Audit Fees — 2008	2009	Audit-Related Fees — 2008	2009	Tax Fees — 2008	2009	All Other Fees — 2008	2009
Preferred Income	$ 25,800	$ 42,487	$ 8,645	$ 7,143	$ 3,700	$ 3,258	$ 3,000	$ 0
Preferred Income II	$ 25,800	$ 42,487	$ 8,645	$ 7,143	$ 3,700	$ 3,258	$ 3,000	$ 0

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Fees Paid to PwC for the Fiscal Year Ended July 31, 2009, the Fiscal Year Ended May 31, 2008 and the Fiscal Period Ended July 31, 2008

Fund	Audit Fees — 5/31/08	7/31/08	7/31/09	Audit-Related Fees — 5/31/08	7/31/08	7/31/09	Tax Fees — 5/31/08	7/31/08	7/31/09	All Other Fees — 5/31/08	7/31/08	7/31/09
Preferred Income III	$ 25,800	$ 29,958	$ 42,487	$ 0	$ 8,645	$ 7,643	$ 3,700	$ 0	$ 3,258	$ 3,000	$ 0	$ 0

Fees Paid to PwC for the Last Two Fiscal Years Ended October 31, 2009

Fund	Audit Fees — 2008	2009	Audit-Related Fees — 2008	2009	Tax Fees — 2008	2009	All Other Fees — 2008	2009
Bank and Thrift	$ 32,352	$ 30,978	$ 0	$ 0	$ 3,700	$ 2,717	$ 0	$ 55
Patriot Premium II	$ 52,756	$ 39,932	$ 43,700	$ 0	$ 3,500	$ 2,202	$ 0	$ 55
Tax-Advantaged Global	$ 36,652	$ 39,019	$ 0	$ 0	$ 4,200	$ 3,135	$ 0	$ 55

Fees Paid to PwC for the Last Two Fiscal Years Ended December 31, 2007 and 2008 and the Fiscal Period Ended October 31, 2009

Fund	Audit Fees — 2007	2008	2009	Audit-Related Fees — 2007	2008	2009	Tax Fees — 2007	2008	2009	All Other Fees — 2007	2008	2009
Tax-Advantaged Dividend	$ 25,800	$ 39,593	$ 35,692	$ 0	$ 15,788	$ 0	$ 3,700	$ 3,700	$ 2,926	$ 3,000	$ 0	$ 55

Each fund’s Audit Committee has adopted procedures to pre-approve audit and non-audit services for the funds and the Adviser and any entity controlling, controlled by or under common control with, the Adviser (the “Adviser Affiliates”). These procedures identify certain types of audit and non-audit services that are anticipated to be provided by PwC during a calendar year and, provided the services are within the scope and value standards set forth in the procedures, pre-approve those engagements. The scope and value criteria are reviewed annually. These procedures require both audit and non-audit services to be approved by the Audit Committee prior to engaging PwC.

In recommending PwC as the funds’ independent registered public accounting firm, the Audit Committee has considered the compensation provided to PwC for audit and non-audit services to the Adviser and the Adviser Affiliates, and has determined that such compensation is not incompatible with maintaining PwC’s independence.

With respect to Preferred Income and Preferred Income II, the aggregate amount of non-audit fees paid by the funds, the Adviser and Adviser Affiliates that provide services to the funds, which includes amounts described above, were $1,066,336 and $9,670,064 for the fiscal years ended July 31, 2008 and 2009, respectively. With respect to Preferred Income III, the aggregate amount of non-audit fees paid by the fund, the Adviser and Adviser Affiliates that provide services to the fund, which includes amounts described above, were $1,349,548, $1,062,636 and $9,670,064 for the fiscal year ended May 31, 2008, the fiscal period ended July 31, 2008 and the fiscal year ended July 31, 2009, respectively. With respect to Bank and Thrift, the aggregate amount of non-audit fees paid by the fund, the Adviser and Adviser Affiliates that provide services to the fund, which includes amounts described above, were $4,591,472 and $8,200,370 for the fiscal years ended October 31, 2008 and 2009, respectively. With respect to Patriot Premium II, the aggregate amount of non-audit fees paid by the fund, the Adviser and Adviser Affiliates that provide services to the fund, which includes amounts described above, were $4,591,272 and $8,199,855 for the fiscal years ended October 31, 2008 and 2009, respectively. With respect to Tax Advantaged Global, the aggregate amount of non-audit fees paid by the fund, the Adviser and Adviser Affiliates that provide services to the fund, which includes amounts described above, were $4,591,972 and $8,200,788 for the fiscal years ended October 31, 2008 and 2009, respectively. With respect to Tax-Advantaged Dividend, the aggregate amount of non-audit fees paid by the fund, the Adviser and Adviser Affiliates that provide services to the fund, which includes amounts described above, were $1,553,823, $7,775,833, and $8,200,579 for the fiscal years ended December 31, 2007 and 2008, and the fiscal period ended October 31, 2009, respectively. All such non-audit services were pre-approved in accordance with the funds’ policy.

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MISCELLANEOUS

Voting; Quorum; Adjournment

The following votes are required to approve the proposal:

Proposal	Vote Required
Election of Trustees	A plurality of all votes cast, assuming a quorum exists.* A
“plurality” means that the four nominees up for
election receiving the greatest number of votes will be elected
as Trustees, regardless of the number of votes cast.

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• In order for a “quorum” to exist, a majority of the shares outstanding and entitled to vote must be present at the meeting, either in person or by proxy, determined in accordance with the table below.

The proposal described in this proxy statement is considered a routine matter on which brokers holding shares in “street name” may vote on this proposal without instruction, under the rules of the NYSE.

The following table summarizes how the quorum and voting requirements are determined.

Shares	Quorum	Voting
In General	All shares “present” in person or by proxy are counted
in determining whether a quorum exists.	Shares present in person will be voted in person by the
shareholder at the meeting. Shares present by proxy will be
voted by the proxyholder in accordance with instructions
specified in the proxy.
Broker Non-Vote	Considered “present” at meeting.	Not voted. Same effect as a vote “against” the
proposal.
Proxy with No Voting Instruction	Considered “present” for determining whether a quorum
exists.	Will be voted “for” the proposal by the proxyholder.
Vote to Abstain	Considered “present” for determining whether a quorum
exists.	Same effect as a vote “against” the proposal.

If a quorum is not present, the persons named as proxies may vote their proxies to adjourn the meeting to a later date. If a quorum is present, but there are insufficient votes to approve the proposal, the persons named as proxies may propose one or more adjournments of the meeting to permit further solicitation. Shareholder action may be taken on the proposal prior to such adjournment. Proxies instructing a vote for the proposal will be voted in favor of an adjournment with respect to the proposal and proxies instructing a vote against the proposal will be voted against an adjournment with respect to the proposal.

Expenses and Methods of Solicitation

The costs of the meeting, other than the solicitation of proxies, will be allocated on a pro rata basis based on each fund’s assets. The costs for the solicitation of proxies will be borne equally by each fund, as detailed below. Persons holding shares as nominees will be reimbursed by the relevant fund, upon request, for their reasonable expenses in sending soliciting material to the principals of the accounts. In addition to the solicitation of proxies by mail, Trustees, officers and employees of the funds or of the Adviser may solicit proxies in person, by e-mail or by telephone. John Hancock Advisers, LLC, 601 Congress Street, Boston, Massachusetts 02210-2805, serves as each fund’s investment adviser and administrator. Mellon Investor Services LLC has been retained to assist in the solicitation of proxies at a cost of approximately $2,750 per fund plus reasonable expenses.

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Telephone Voting

In addition to soliciting proxies by mail, by fax or in person, the funds may also arrange to have votes recorded by telephone by officers and employees of the funds or by the personnel of the Adviser, the transfer agent or solicitor. The telephone voting procedure is designed to verify a shareholder’s identity, to allow a shareholder to authorize the voting of shares in accordance with the shareholder’s instructions and to confirm that the voting instructions have been properly recorded.

| • | A shareholder will be called on a recorded line at the telephone
number in a fund’s account records and will be asked to
provide certain identifying information. |
| --- | --- |
| • | The shareholder will then be given an opportunity to authorize
proxies to vote his or her shares at the meeting in accordance
with the shareholder’s instructions. |

Alternatively, a shareholder may call the funds’ Voice Response Unit to vote:

•	Read the proxy statement and have your proxy card at hand.
•	Call the toll-free-number located on your proxy card.
•	Follow recorded instructions.

With both methods of telephone voting, to ensure that the shareholder’s instructions have been recorded correctly, the shareholder will also receive a confirmation of the voting instructions.

If the shareholder decides after voting by telephone to attend the meeting, the shareholder can revoke the proxy at that time and vote the shares at the meeting.

Internet Voting

You will also have the opportunity to submit your voting instructions via the Internet by utilizing a program provided through a vendor. Voting via the Internet will not affect your right to vote in person if you decide to attend the meeting. Do not mail the proxy card if you are voting via the Internet. To vote via the Internet, you will need the information on your proxy card. These Internet voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly. If you are voting via the Internet you should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which costs you must bear.

To vote via the Internet:

•	Read the proxy statement and have your card on hand.
•	Go to the Web site listed on the card.
•	Follow the directions on the Web site. Please call 1-800-852-0218 if you have any problems.
•	To ensure that your instructions have been recorded correctly,
you will receive a confirmation of your voting instructions
immediately after your submission.

The Funds’ Adviser and Subadvisers

The funds’ investment adviser is John Hancock Advisers, LLC, 601 Congress Street, Boston, Massachusetts 02210. An affiliate of the Adviser, MFC Global Investment Management (U.S.) LLC, 101 Huntington Avenue, Boston, Massachusetts 02199, serves as subadviser to each fund except Tax-Advantaged Global. Analytic Investors, LLC (“Analytic”), 555 West Fifth Street, 50th Floor, Los Angeles, California 90013, serves as a subadviser to Tax-Advantaged Dividend and Tax-Advantaged Global. Epoch Investment Partners, Inc., 640 Fifth Avenue, 18th Floor, New York, New York 10019 also serves as a subadviser to Tax-Advantaged Global.

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Other Matters

The management of the funds knows of no business to be brought before the meeting, except as described above. If, however, any other matters were properly to come before the meeting, the persons named in the enclosed form of proxy intend to vote on such matters in accordance with their best judgment. If any shareholders desire additional information about the matters proposed for action, the management of the funds will provide further information.

The meeting is scheduled as a joint meeting of the respective shareholders of the funds because the shareholders of the funds are generally expected to consider and vote on similar matters. The Boards of Trustees of the funds have determined that the use of this joint proxy statement for the meetings is in the best interest of each fund’s shareholders. In the event that any shareholder present at the meetings objects to the holding of a joint meeting and moves for an adjournment of the annual meeting with respect to his or her fund to a time immediately after the annual meetings so that his or her fund’s meeting may be held separately, the persons named as proxies will vote in favor of such adjournment.

The shareholders of each fund will vote separately on the proposal, and voting by shareholders of one fund will have no effect on the outcome of voting by shareholders of the other funds.

link1 "SHAREHOLDER PROPOSALS"

SHAREHOLDER PROPOSALS

Shareholder proposals, including nominees for Trustee, intended to be presented at a fund’s annual meeting in 2011 must be received by that fund at its offices at 601 Congress Street, Boston, Massachusetts, 02210, by no later than the close of business on August 5, 2010, for inclusion in that fund’s proxy statement and form of proxy relating to that meeting (subject to certain exceptions), in accordance with Rule 14a-8 under the Exchange Act. Written notice of a shareholder proposal submitted outside of the processes of Rule 14a-8 must be delivered to the relevant fund at 601 Congress Street, Boston, Massachusetts, 02210 no later than the close of business on September 6, 2010 and no earlier than August 5, 2010. In order to be included in a fund’s proxy statement and form of proxy, a shareholder proposal must comply with all applicable legal requirements. Timely submission of a proposal does not guarantee that such proposal will be included.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II JOHN HANCOCK PREFERRED INCOME FUND JOHN HANCOCK PREFERRED INCOME FUND II JOHN HANCOCK PREFERRED INCOME FUND III JOHN HANCOCK TAX-ADVANTAGED DIVIDEND INCOME FUND JOHN HANCOCK TAX-ADVANTAGED GLOBAL SHAREHOLDER YIELD FUND

Dated: December 3, 2009

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ATTACHMENT 1

JOHN HANCOCK FUNDS

AUDIT COMMITTEE CHARTER

A. Composition. The Audit Committee (the “Committee”) shall be composed exclusively of Trustees who are not “interested persons” as defined in the Investment Company Act of 1940 of any of the funds, or of any fund’s investment adviser or principal underwriter (the “Independent Trustees”). The Committee shall be composed of at least three Independent Trustees who are designated for membership from time to time by the Board of Trustees. Unless otherwise determined by the Board, no member of the Committee may serve on the audit committee of more than two other public companies (other than another John Hancock Fund). Except as otherwise permitted by the applicable rules of the New York Stock Exchange, each member of the Committee shall be independent as defined by such rules and Rule 10A-3(b)(1) of the Exchange Act. Each member of the Committee must be financially literate, as such qualification is interpreted by the Board of Trustees in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Committee. At least one member of the Committee must have accounting or related financial management expertise, as the Board of Trustees interprets such qualification in its business judgment.

B. Overview. The Committee’s purpose is to:

| 1. | assist the Board in fulfilling its oversight responsibilities of
(1) the integrity of the funds’ financial statements,
(2) the funds’ compliance with legal and regulatory
requirements (except to the extent such responsibility is
delegated to another committee), and (3) the independent
auditor’s qualifications, independence, and performance; |
| --- | --- |
| 2. | act as a liaison between the funds’ independent accountants
and the Board of Trustees; and |
| 3. | oversee the preparation of an Audit Committee Report as required
by the Securities and Exchange Commission (the “SEC”)
to the extent required to be included in the closed-end
funds’ annual proxy statement. |

The Committee shall discharge its responsibilities, and shall access the information provided by the funds’ management and independent auditors, in accordance with its business judgment. Management is responsible for the preparation of the fund’s financial statements, the maintenance of appropriate systems for accounting and internal controls over financial reporting. The Committee and the Board of Trustees recognize that management (including the internal audit staff) and the independent auditors have more experience, expertise, resources and time, and more detailed knowledge and information regarding a fund’s accounting, auditing, internal control and financial reporting practices than the Committee does. Accordingly, the Committee’s oversight role does not provide any expert or special assurance as to the financial statements and other financial information provided by a fund to its shareholders and others. The independent auditors are responsible for auditing the funds’ annual financial statements. The authority and responsibilities set forth in this charter recognize that the Committee members are not acting as accountants or auditors and this charter does not reflect or create any duty or obligation of the Committee to plan or conduct any audit, to determine or certify that any fund’s financial statements are complete, accurate, fairly presented, or in accordance with generally accepted accounting principles or applicable law, or to guarantee any independent auditor’s report.

C. Oversight. The independent auditors shall report directly to the Committee, and the Committee shall be responsible for oversight of the work of the independent auditors, including resolution of any disagreements between any fund’s management and the independent auditors regarding financial reporting. In connection with its oversight role, the Committee should also review with the independent auditors, from time to time as appropriate: significant risks and uncertainties with respect to the quality, accuracy or fairness of presentation of a fund’s financial statements; recently disclosed problems with respect to the quality, accuracy or fairness of presentation of the financial statements of companies similarly situated to the funds and recommended actions which might be taken to prevent or mitigate the risk of problems at the funds arising from such matters; accounting for unusual transactions; adjustments arising from audits that could have a significant impact on the funds’ financial reporting process; and any recent SEC comments on the funds’ SEC reports, including, in

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particular, any compliance comments. The Committee should inquire of the independent auditor concerning the quality, not just the acceptability, of the funds’ accounting determinations and other judgmental areas and question whether management’s choices of accounting principles are, as a whole, conservative, moderate or aggressive.

D. Specific Responsibilities. The Committee shall have the following duties and powers, to be exercised at such times and in such manner as the Committee shall deem necessary or appropriate:

| 1. | To approve, and recommend to the Board of Trustees for its
ratification and approval in accord with applicable law, the
selection, appointment and retention of an independent auditor
for each fund prior to the engagement of such independent
auditor and, at an appropriate time, its compensation. The
Committee should meet with the independent auditor prior to the
audit to discuss the planning and staffing of the audit. The
Committee should periodically consider whether, in order to
assure continuing auditor independence, there should be regular
rotation of the independent audit firm. |
| --- | --- |
| 2. | To periodically review and evaluate the lead partner and other
senior members of the independent auditor’s team and
confirm the regular rotation of the lead audit partner and
reviewing partner as required by Section 203 of the
Sarbanes-Oxley Act. |
| 3. | To pre-approve all non-audit services provided by the
independent auditor to the fund or to the fund’s investment
adviser and any entity controlling, controlled by, or under
common control with the investment adviser that provides ongoing
services to the fund, if the engagement relates directly to the
operations and financial reporting of the fund. |
| 4. | The Committee is authorized to delegate, to the extent permitted
by law, pre-approval responsibilities for non-audit services to
one or more members of the Committee who shall report to the
Committee regarding approved services at the Committee’s
next regularly scheduled meeting. The Committee is also
authorized to adopt policies and procedures which govern the
pre-approval of audit, audit-related, tax and other services
provided by the independent accountants to the funds or to a
service provider as referenced in Paragraph 3, provided
however, that any such policies and procedures are detailed as
to particular services, the Committee is informed of each
service, and any such policies and procedures do not include the
delegation of the Committee’s responsibilities under the
Securities Exchange Act of 1934 or applicable rules or listing
requirements. |
| 5. | To meet with independent auditors, including private meetings,
as necessary, management’s internal auditors, and the
funds’ senior management: (i) to review the
arrangements for and scope of the annual audit and any special
audits; (ii) to review, to the extent required by
applicable law or regulation, the form and substance of the
closed-end funds’ financial statements and reports,
including each closed-end fund’s disclosures under
“Management’s Discussion of
Fund Performance” and to discuss any matters of
concern relating to the funds’ financial statements,
including any adjustments to such statements recommended by the
independent accountants, or other results of an audit;
(iii) to consider the independent accountants’
comments with respect to the funds’ financial policies,
procedures and internal accounting controls and
management’s responses thereto; (iv) to review the
resolution of any disagreements between the independent
accountants and management regarding the funds’ financial
reporting; and (v) to review the form of opinion the
independent accountants propose to render to the Board and
shareholders. The Committee should request from the independent
auditors a frank assessment of management. |
| 6. | With respect to any listed fund, to consider whether it will
recommend to the Board of Trustees that the audited financial
statements be included in a fund’s annual report. The Board
delegates to the Committee the authority to release the
funds’ financial statements for publication in the annual
and semi-annual report, subject to the Board’s right to
review and ratify such financial statements following
publication. With respect to each fund, to review and discuss
with each fund’s management and independent auditor the
funds’ audited financial statements and the matters about
which Statement on Auditing Standards No. 61, as amended
requires discussion. The Committee shall prepare an annual |

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committee report for inclusion where necessary in the proxy statement of a fund relating to its annual meeting of security holders or in any other filing required by the SEC’s rules.

| 7. | To receive and consider reports on the audit functions of the
independent auditors and the extent and quality of their
auditing programs. |
| --- | --- |
| 8. | To obtain and review, at least annually, a report by the
independent auditor describing: the firm’s internal
quality-control procedures; any material issues raised by the
most recent internal quality-control review, or peer review, of
the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the
firm, and any steps taken to deal with any such issues; and all
relationships between the independent auditor and each fund,
including the disclosures required by any applicable
Independence Standards Board Standard. The Committee shall
engage in an active dialogue with each independent auditor
concerning any disclosed relationships or services that might
impact the objectivity and independence of the auditor. |
| 9. | To review with the independent auditor any problems that may be
reported to it arising out of a fund’s accounting, auditing
or financial reporting functions and management’s response,
and to receive and consider reports on critical accounting
policies and practices and alternative treatments discussed with
management. |

| 10. | To review securities pricing procedures and review their
implementation with management, management’s internal
auditors, independent auditors and others as may be required. |
| --- | --- |
| 11. | To establish procedures for the receipt, retention, and
treatment of complaints received by a fund regarding accounting,
internal accounting controls, or auditing matters, and the
confidential, anonymous submission by employees of the
investment adviser, administrator, principal underwriter or any
other provider of accounting-related services for a listed fund,
as well as employees of the fund, if any, regarding questionable
accounting or auditing matters, as and when required by
applicable rules or listing requirements. |
| 12. | To report regularly to the Board of Trustees, including
providing the Committee’s conclusions with respect to the
independent auditor and the funds’ financial statements and
accounting controls. |

E. Subcommittees. The Committee may, to the extent permitted by applicable law, form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances. Any decision of a subcommittee to preapprove audit or non-audit services shall be presented to the full Committee at its next meeting.

F. Additional Responsibilities. The Committee shall perform other tasks assigned to it from time to time by the Board of Trustees, and will report findings and recommendations to the Board of Trustees, as appropriate.

G. Funding. Each fund shall provide for appropriate funding, as determined by the Committee for payment of:

| 1. | Compensation to any registered public accounting firm engaged
for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the fund. |
| --- | --- |
| 2. | Compensation to any counsel, advisers, experts or consultants
engaged by the Committee under Paragraph J of this charter. |
| 3. | Ordinary administrative expenses of the Committee that are
necessary or appropriate in carrying out its duties. |

H. Governance. One member of the Committee shall be appointed as chair by the Board of Trustees. The chair shall be responsible for leadership of the Committee, including scheduling meetings or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, presiding over meetings, and making reports to the Board of Trustees, as appropriate. The designation of a

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person as an “audit committee financial expert”, within the meaning of the rules under Section 407 of the Sarbanes-Oxley Act of 2002, shall not impose any greater responsibility or liability on that person than the responsibility and liability imposed on such person as a member of the Committee, nor shall it decrease the duties and obligations of other Committee members or the Board of Trustees. Any additional compensation of Committee members shall be as determined by the Board of Trustees. No member of the Committee may receive, directly or indirectly, any consulting, advisory or other compensatory fee from a fund, other than fees paid in his or her capacity as a member or chair of the Board of Trustees or of a committee of the Board of Trustees. The members of the Committee should confirm that the minutes of the Committee’s meetings accurately describe the issues considered by the Committee, the process the Committee used to discuss and evaluate such issues and the Committee’s final determination of how to proceed. The minutes should document the Committee’s consideration of issues in a manner that demonstrates that the Committee acted with due care.

I. Evaluation. At least annually, the Committee shall evaluate its own performance, including whether the Committee is meeting frequently enough to discharge its responsibilities appropriately.

J. Miscellaneous. The Committee shall meet as often as it deems appropriate, with or without management, as circumstances require. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other advisers, experts or consultants, at the funds’ expense, as it determines necessary to carry out its duties. The Committee shall have direct access to such officers of and service providers to the funds as it deems desirable.

K. Review. The Committee shall review this charter at least annually and shall recommend such changes to the Board of Trustees as it deems desirable.

Last revised: December 9, 2008

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ATTACHMENT 2

AUDIT COMMITTEE REPORT

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

The Audit Committee has reviewed and discussed with the Funds’ management and PricewaterhouseCoopers the audited financial statements of the Funds contained in the Annual Report on Form N-CSR for the most recent fiscal year.* The Audit Committee has also discussed with PricewaterhouseCoopers the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Funds’ financial statements.

The Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and has discussed with PricewaterhouseCoopers its independence from the Funds.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Trustees that the audited financial statements be included in each Fund’s Annual Report on Form N-CSR for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee

Committee Members are Listed Below for Each Fund

Name of Fund	Fiscal Year End	Committee Members
Bank and Thrift	October 31	John A. Moore, Chairman Charles L. Ladner Patti McGill Peterson
Patriot Premium II	October 31	John A. Moore, Chairman Charles L. Ladner Patti McGill Peterson
Tax-Advantaged Global	October 31	John A. Moore, Chairman Charles L. Ladner Patti McGill Peterson
Preferred Income	July 31	Stanley Martin, Chairman Steven R. Pruchansky Deborah C. Jackson
Preferred Income II	July 31	Stanley Martin, Chairman Steven R. Pruchansky Deborah C. Jackson
Preferred Income III	July 31	Stanley Martin, Chairman Steven R. Pruchansky Deborah C. Jackson
Tax-Advantaged Dividend	October 31 (prior to October 31, 2009, this fund’s
fiscal year end had been December 31)	Stanley Martin, Chairman William H. Cunningham Deborah C. Jackson

callerid=999 iwidth=456 length=60

• For purposes of this report, the funds’ most recently completed fiscal years are as follows: October 31, 2008 (Bank and Thrift, Patriot Premium II, and Tax-Advantaged Global), December 31, 2008 (Tax-Advantaged Dividend), and July 31, 2009 (Preferred Income, Preferred Income II and Preferred Income III).

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ATTACHMENT 3

JOHN HANCOCK FUNDS

NOMINATING, GOVERNANCE AND ADMINISTRATION COMMITTEE CHARTER

A. Composition. The Nominating, Governance and Administration Committee (the “Committee”) shall be composed entirely of Trustees who are “independent” as defined in the rules of the New York Stock Exchange (“NYSE”) or any other exchange, as applicable, and are not “interested persons” as defined in the Investment Company Act of 1940 of any of the funds, or of any fund’s investment adviser or principal underwriter (the “Independent Trustees”) who are designated for membership from time to time by the Board of Trustees. The Chairman of the Board shall be a member of the Committee.

B. Overview. The overall charter of the Committee is to make determinations and recommendations to the Board on issues related to the composition and operation of the Board and corporate governance matters applicable to the Independent Trustees, as well as issues related to complex-wide matters and practices designed to facilitate uniformity and administration of the Board’s oversight of the funds, and to discharge such additional duties, responsibilities and functions as are delegated to it from time to time.

C. Specific Responsibilities. The Committee shall have the following duties and powers, to be exercised at such times and in such manner as the Committee shall deem necessary or appropriate:

| 1. | To consider and determine nominations of individuals to serve as
Trustees. |
| --- | --- |
| 2. | To consider, as it deems necessary or appropriate, the criteria
for persons to fill existing or newly created Trustee vacancies.
The Committee shall use the criteria and principles set forth in
Annex A to guide its Trustee selection process. |
| 3. | To consider and determine the amount of compensation to be paid
by the funds to the Independent Trustees, including incremental
amounts, if any, payable to Committee Chairmen, and to address
compensation-related matters. The Chairman of the Board has been
granted the authority to approve special compensation to
Independent Trustees in recognition of any significant amount of
additional time and service to the funds required of them,
subject to ratification of any such special compensation by the
Committee at the next regular meeting of the Committee. |
| 4. | To consider and determine the duties and compensation of the
Chairman of the Board. |
| 5. | To consider and recommend changes to the Board regarding the
size, structure, and composition of the Board. |
| 6. | To evaluate, from time to time, and determine changes to the
retirement policies for the Independent Trustees, as appropriate. |
| 7. | To develop and recommend to the Board, if deemed desirable,
guidelines for corporate governance (“Corporate Governance
Guidelines”) for the funds that take into account the rules
of the NYSE and any applicable law or regulation, and to
periodically review and assess the Corporate Governance
Guidelines and recommend any proposed changes to the Board for
approval. |
| 8. | To monitor all expenditures and practices of the Board or the
Committees or the Independent Trustees not otherwise incurred and/or monitored by a particular Committee, including, but not limited
to: D&O insurance and fidelity bond coverage and costs;
association dues, including Investment Company Institute
membership dues; meeting expenditures and policies relating to
reimbursement of travel expenses and expenses associated with
offsite meetings; expenses and policies associated with Trustee
attendance at educational or informational conferences; and
publication expenses. |
| 9. | To consider, evaluate and make recommendations and necessary
findings regarding independent legal counsel and any other
advisers, experts or consultants, that may be engaged by the
Board of Trustees, by the Trustees who are not “interested
persons” as defined in the Investment Company Act of 1940
of any of the funds or any fund’s investment adviser or
principal underwriter, or by the Committee, from time to time,
other than as may be engaged directly by another Committee. |

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| 10. | To periodically review the Board’s committee structure and
the charters of the Board’s committees, and recommend to
the Board of Trustees changes to the committee structure and
charters as it deems appropriate. |
| --- | --- |
| 11. | To coordinate and administer an annual self-evaluation of the
Board, which will include, at a minimum, a review of its
effectiveness in overseeing the number of funds in the fund
complex and the effectiveness of its committee structure. |
| 12. | To report its activities to Board of Trustees and to make such
recommendations with respect to the matters described above and
other matters as the Committee may deem necessary or appropriate. |

D. Additional Responsibilities. The Committee will also perform other tasks assigned to it from time to time by the Chairman of the Board or by the Board of Trustees, and will report findings and recommendations to the Board of Trustees, as appropriate.

E. Governance. One member of the Committee shall be appointed as chair. The chair shall be responsible for leadership of the Committee, including scheduling meetings or reviewing and approving the schedule for them, preparing agendas or reviewing and approving them before meetings, and making reports to the Board of Trustees, as appropriate.

F. Miscellaneous. The Committee shall meet as often as it deems appropriate, with or without management, as circumstances require. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other advisers, experts or consultants, at the funds’ expense, as it determines necessary to carry out its duties. The Committee shall have direct access to such officers of and service providers to the funds as it deems desirable.

G. Evaluation. At least annually, the Committee shall evaluate its own performance, including whether the Committee is meeting frequently enough to discharge its responsibilities appropriately.

H. Review. The Committee shall review this Charter periodically and recommend such changes to the Board of Trustees as it deems desirable.

Last revised: December 9, 2008

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ANNEX A

General Criteria

| 1. | Nominees should have a reputation for integrity, honesty and
adherence to high ethical standards. |
| --- | --- |
| 2. | Nominees should have demonstrated business acumen, experience
and ability to exercise sound judgments in matters that relate
to the current and long-term objectives of the funds and should
be willing and able to contribute positively to the
decision-making process of the funds. |
| 3. | Nominees should have a commitment to understand the funds, and
the responsibilities of a trustee/director of an investment
company and to regularly attend and participate in meetings of
the Board and its committees. |
| 4. | Nominees should have the ability to understand the sometimes
conflicting interests of the various constituencies of the
funds, including shareholders and the management company, and to
act in the interests of all shareholders. |
| 5. | Nominees should not have, nor appear to have, a conflict of
interest that would impair their ability to represent the
interests of all the shareholders and to fulfill the
responsibilities of a director/trustee. |

Application of Criteria to Existing Trustees

The renomination of existing Trustees should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth above. In addition, the Nominating, Governance and Administration Committee (the “Committee”) shall consider the existing Trustee’s performance on the Board and any committee.

Review of Shareholder Nominations

Any shareholder nomination must be submitted in compliance with all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934 in order to be considered by the Committee. In evaluating a nominee recommended by a shareholder, the Committee, in addition to the criteria discussed above, may consider the objectives of the shareholder in submitting that nomination and whether such objectives are consistent with the interests of all shareholders. If the Board determines to include a shareholder’s candidate among the slate of its designated nominees, the candidate’s name will be placed on the funds’ proxy card. If the Board determines not to include such candidate among its designated nominees, and the shareholder has satisfied the requirements of Rule 14a-8, the shareholder’s candidate will be treated as a nominee of the shareholder who originally nominated the candidate. In that case, the candidate will not be named on the proxy card distributed with the funds’ proxy statement.

As long as an existing Independent Trustee continues, in the opinion of the Committee, to satisfy the criteria listed above, the Committee generally would favor the re-nomination of an existing Trustee rather than a new candidate. Consequently, while the Committee will consider nominees recommended by shareholders to serve as trustees, the Committee may only act upon such recommendations if there is a vacancy on the Board, or the Committee determines that the selection of a new or additional Trustee is in the best interests of the fund. In the event that a vacancy arises or a change in Board membership is determined to be advisable, the Committee will, in addition to any shareholder recommendations, consider candidates identified by other means, including candidates proposed by members of the Committee. The Committee may retain a consultant to assist the Committee in a search for a qualified candidate.

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Thank You

for mailing your proxy card promptly!

PFDPX 12/09

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YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

We encourage you to take advantage of Internet or telephone voting. Both are available 24 hours a day, 7 days a week.

Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to the meeting date.

John Hancock Patriot Premium Dividend Fund II

INTERNET http://www.proxyvoting.com/jh

Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.

OR

TELEPHONE 1-866-540-5760

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.

If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.

To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.

Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

WO#	Fulfillment#
61836	62004
	6 FOLD AND DETACH HERE 6

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE NOMINEES. Please mark your votes as indicated in this example x

1.
(01)
James R. Boyle	JOHN HANCOCK PATRIOT
PREMIUM
(02) Deborah C. Jackson	DIVIDEND
FUND II
(03)
Patti McGill Peterson (04) Steven R. Pruchansky	THIS PROXY IS SOLICITED BY THE BOARD
OF TRUSTEES

o	FOR ALL NOMINEES
o	For all nominees except as noted above

Specify your vote by marking the appropriate spaces. If no specification is made, this proxy will be voted for the election of all the nominees. The persons named as proxies have discretionary authority, which they intend to exercise in favor of the proposal referred to and according to their best judgment as to any other matters which may properly come before the meeting.

Please be sure to sign and date this Proxy.

Mark Here for
Address Change
or Comments
SEE REVERSE

Signature: Date: Signature: Date:

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Choose MLink SM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect ® at www.bnymellon.com/shareowner/isd where step-by-step instructions will prompt you through enrollment.

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The President’s Letter, Notice of Annual Meeting of Shareholders, and Proxy Statement are available at: http://bnymellon.mobular.net/bnymellon/jhf .

6 FOLD AND DETACH HERE 6

JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II

Annual Meeting of Shareholders

January 22, 2010

The undersigned shareholder of John Hancock Patriot Premium Dividend Fund II (the “Fund”) hereby appoints KEITH F. HARTSTEIN, SALVATORE SCHIAVONE, THOMAS M. KINZLER, CHARLES A. RIZZO, KINGA KAPUSCINSKI, and STEVE SUNNERBERG, and each of them singly, proxies and attorneys of the undersigned, with full power of substitution to each, for and in the name of the undersigned, to vote and act upon all matters at the Annual Meeting of Shareholders of the Fund to be held on Friday, January 22, 2010 at the offices of the Fund, 601 Congress Street, Boston, Massachusetts 02210, at 2:00 p.m., Eastern time, and at any and all adjournments thereof, in respect of all common shares of the Fund held by the undersigned or in respect of which the undersigned would be entitled to vote or act, with all powers the undersigned would possess if personally present. All proxies previously given by the undersigned in respect of said meeting are hereby revoked.

PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

Please complete, sign, date and return this proxy in the enclosed envelope as soon as possible. Please sign exactly as your name or names appear in the box on the reverse side. When signing as Attorney, Executor, Administrator, Trustee or Guardian, please give your full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.

Address Change/Comments (Mark the corresponding box on the reverse side)
WO# 61836	Fulfillment# 62004

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*** Exercise Your Right to Vote *** IMPORTANT NOTICE Regarding the Availability of Proxy Materials Meeting Information JOHN HANCOCK PATRIOT PREMIUM Meeting Type: Annual Meeting of Shareholders DIVIDEND FUND II For holders as of: November 12, 2009 Date: January 22, 2010 Time: 2:00 p.m. EST Location: 601 Congress Street Boston, Massachusetts 02210 Directions to meeting: http://materials.proxyvote.com/JH/Proxy You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side of this notice). We encourage you to access and review all of the important information contained in the proxy materials before voting. -P87376 See the reverse side of this notice to obtain M18408 proxy materials and voting instructions.

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Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE OF ANNUAL MEETING AND PROXY STATEMENT (INCLUDES PRESIDENT’S LETTER) How to View Online: Have the 12-Digit Control Number available (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge to you for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before January 11, 2010 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. M18409-P87376 Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12 Digit Control Number available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

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Voting Items The Board of Trustees recommends that you vote FOR the following: 1. To elect four (4) Trustees to serve for a three-year term ending at the Annual Meeting of Shareholders in 2013. 01) James R. Boyle 02) Deborah C. Jackson 03) Patti McGill Peterson 04) Steven R. Pruchansky 2. To transact such other business as may properly come before the meeting or any adjournment of the meeting. P87376 -M18410

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M18411- P87376 Voting Instructions

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John Hancock Patriot Premium Dividend Fund II

Important Notice Regarding the Availability of Proxy Materials for the John Hancock Patriot Premium Dividend Fund II

Annual Shareholder Meeting to Be Held on Friday, January 22, 2010.

The President’s Letter, Notice of Annual Meeting of Shareholders and Proxy Statement are available at: http://bnymellon.mobular.net/bnymellon/jhf

John Hancock Patriot Premium Dividend Fund II

If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed below on or before January 12, 2010 to facilitate timely delivery.

TO REQUEST PAPER COPIES OF PROXY MATERIALS:

(please reference your 11-digit control number when requesting materials)

By opting out to receive printed materials, your preference for future proxy mailings will be kept on our file.

| Telephone: | 1-888-313-0164 (outside of the U.S.
and Canada call 201-680-6688) |
| --- | --- |
| Email: | shrrelations@bnymellon.com |
| (you must reference your 11-digit control number in your email) | |
| Internet: | http://bnymellon.mobular.net/bnymellon/jhf |

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

To Shareholders of John Hancock Patriot Premium Dividend Fund II:

The 2010 Annual Meeting of Shareholders of John Hancock Patriot Premium Dividend Fund II will be held at 601 Congress Street, Boston, Massachusetts 02210, on Friday, January 22, 2010, at 2:00 p.m., Eastern Time.

Proposals to be considered at the Annual Meeting:

| (1) | To elect four (4) Trustees to serve for a three-year term ending at the Annual
Meeting of Shareholders in 2013; and |
| --- | --- |
| (2) | To transact such other business as may properly come before the meeting or any
adjournment of the meeting. |

The Board of Trustees recommends that you vote in favor of the proposal.

Shareholders of record of John Hancock Patriot Premium Dividend Fund II as of the close of business on November 12, 2009 (the “Record Date”) are entitled to notice of, and to vote at, the fund’s Annual Meeting and at any adjournment thereof.

You may vote your proxy when you view the materials on the Internet.

	CONTROL NUMBER
→	↓
YOU MUST REFERENCE YOUR 11-DIGIT CONTROL NUMBER WHEN YOU REQUEST A PAPER COPY OF THE PROXY MATERIALS OR TO VOTE YOUR PROXY ELECTRONICALLY.

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Directions to attend the Annual Meeting where you may vote in person can be found on our website, www.jhfunds.com/proxy.

Meeting Location:

John Hancock Patriot Premium Dividend Fund II 601 Congress Street Boston, Massachusetts 02210

The following Proxy Materials are available for you to review online:

•	President’s Letter
•	Notice of Annual Meeting of Shareholders
•	Proxy Statement

To request a paper copy of the Proxy Materials:

(you must reference your 11-digit control number located on the reverse side of this notice)

Telephone:	1-888-313-0164 (outside of the U.S. and Canada call 201-680-6688)
Email:	shrrelations@bnymellon.com (you must reference your 11-digit control number in your email)
Internet:	http://bnymellon.mobular.net/bnymellon/jhf

The Proxy Materials for John Hancock Patriot Premium Dividend Fund II are available to review at:

http://bnymellon.mobular.net/bnymellon/jhf

Have this notice available when you request a PAPER copy of the Proxy Materials, when you want to view your proxy materials online, OR WHEN YOU WANT TO VOTE YOUR PROXY ELECTRONICALLY.

HOW TO ACCESS THE ELECTRONIC PROXY CARD

We encourage you to review the proxy materials online before voting.

To access the electronic proxy card and vote your shares, go to http://bnymellon.mobular.net/bnymellon/jhf and click on “Vote Now” on the top right hand side of the website. Have this notice in hand when you access the website. You will need to reference the 11-digit control number located on the reverse side of this notice.

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Proxy Voting Welcome 2010 Proxy Voting Site BNY MELLON SHAREOWNER SERVICES Welcome to the John Hancock Patriot Premium Dividend Fund II 2010 Proxy Voting Site JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II Annual Meeting of Shareholders January 22, 2010 The undersigned shareholder of John Hancock Patriot Premium Dividend Fund II (the “Fund”) hereby appoints KEITH F. HARTSTEIN, SALVATORE SCHIAVONE, THOMAS M. KINZLER, CHARLES A. RIZZO, KINGA KAPUSCINSKI, and STEVE SUNNERBERG, and each of them singly, proxies and attorneys of the undersigned, with full power of substitution to each, for and in the name of the undersigned, to vote and act upon all matters at the Annual Meeting of Shareholders of the Fund to be held on Friday, January 22, 2010 at the offices of the Fund, 601 Congress Street, Boston, Massachusetts 02210, at 2:00 p.m., Eastern time, and at any and all adjournments thereof, in respect of all common shares of the Fund held by the undersigned or in respect of which the undersigned would be entitled to vote or act, with all powers the undersigned would possess if personally present. All proxies previously given by the undersigned in respect of said meeting are hereby revoked. Your Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your Proxy Card. Before you vote, if you would like to review the President’s Letter, Notice of Annual Meeting of Shareholders, and Proxy Statement — Click Here Return by simply closing the newly opened browser window. The Board of Trustees recommends a vote For the Proposal.

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Proxy Voting Welcome Click Here To Vote As The Board Of Trustees Recommends Click Here To Vote Individually On Each Proposal I Privacy Statement

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Proxy Voting 2010 Proxy Voting Site BNY MELLON SHAREOWNER SERVICES I Vote As The Board Recommends Click Here To Register Your Vote

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Proxy Voting 2010 Proxy Voting Site BNY MELLON SHAREOWNER SERVICES To Vote On The Proposal for John Hancock Patriot Premium Dividend Fund II — Check The Box Below: The Board of Trustees recommends a vote For the Proposal. PROPOSAL 1 Election of Trustees: James R. Boyle Deborah C. Jackson Patti McGill Peterson Steven R. Pruchansky (INSTRUCTIONS: To withhold authority to vote for any individual nominee, check the “Exceptions” box below and check the box next to that nominee’s name.) For All ff Withhold All C *Exceptions C I- 01 James R. Boyle 02 Deborah C. Jackson 03 Patti McGill Peterson 04 Steven R. Pruchansky Click Here To Register Your Vote

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Proxy Voting 2010 Proxy Voting Site BNY MELLON SHAREOWNCR SERVICES JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II THANKS YOU FOR VOTING ELECTRONICALLY Voting Summary Your Control Number: You Voted: For All To change your address click here. THANK YOU FOR VOTING Your vote has been successfully recorded and will be tabulated by BNY Mellon Shareowner Services within 24 hours. It is not necessary for you to mail back your voting card. To vote another Proxy — CLICK HERE. Please exit your browser program as you normally do.

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